Hvr Sitepartner Terms & Conditions
1240 Bay Street, Suite 600
Toronto, ON M5R 3N7
HVR SITEPARTNER PROGRAM TERMS OF SERVICE
Last revised: April 21, 2022
HVR Technologies Inc. (“Hvr”, “Hvr”, “we”, “our” or “us”) makes available an online platform that blends the best features of social media and web browsing to make it easy to share content and discuss the web in one place (the “Platform”). After you (“Sitepartner”, “you” or “your”) open a Sitepartner Account (“Partner Account”) on the Platform, Hvr will provide you with the following (collectively, the “Sitepartner Program”): (a) Content (as defined herein) to enable you to market, promote and direct traffic to the Platform; (b) certain services including, from time to time, reporting and content marketing opportunities within or in connection with the Platform; and (c) Compensation as set out herein.
PLEASE READ THESE TERMS OF SERVICE (“TERMS”) CAREFULLY. THESE TERMS CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND Hvr. THESE TERMS GOVERN YOUR ACCESS TO THE SITEPARTNER PROGRAM. BY SIGNING UP FOR A SITEPARTNER ACCOUNT, OR BY ACCESSING OR USING THE SITEPARTNER PROGRAM, YOU AGREE TO BE BOUND BY THESE TERMS (INCLUDING THE LINKED DOCUMENTS REFERRED TO IN THESE TERMS), AS REVISED FROM TIME TO TIME. IF YOU DO NOT ACCEPT THESE TERMS, YOU MUST NOT ACCESS OR USE THE SITEPARTNER PROGRAM. IF YOU ARE DISSATISFIED WITH THESE TERMS OR ANY OTHER TERMS, CONDITIONS, RULES, POLICIES, GUIDELINES OR PRACTICES APPLICABLE TO THE SITEPARTNER PROGRAM, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESS TO AND USE OF THE SITEPARTNER PROGRAM. YOU REPRESENT THAT YOU ARE AT LEAST THE LEGAL AGE OF MAJORITY IN YOUR JURISDICTION. IF YOU ARE ACCESSING OR USING THE SITEPARTNER PROGRAM ON BEHALF OF AN ORGANIZATION, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THAT ORGANIZATION TO THESE TERMS, IN WHICH CASE “YOU” OR “YOUR” WILL REFER TO SUCH ORGANIZATION. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCESS OR USE THE SITEPARTNER PROGRAM.
1. Your Sitepartner Account. You must register for a Sitepartner Account to access and use the Sitepartner Program. You must provide the information reasonably requested by Hvr for that purpose. You are responsible for maintaining the confidentiality of your user name and password. Hvr recommends that you use a strong password and that you change it frequently. You agree not to disclose your Hvr password to any third party. Hvr may reject, or require that you change, your user name or password. You represent and warrant to Hvr that you have not misrepresented any information that you have provided to Hvr in connection with your Sitepartner Account. You are solely responsible for all activities that occur under your Sitepartner Account. If you become aware of any unauthorized use of your Sitepartner Account, you must notify Hvr immediately. It is your responsibility to update or change your Sitepartner Account information, as appropriate.
(a) In consideration and subject to (i) your compliance with these Terms, and (ii) the revenue sharing plan associated with your activities pursuant to the Sitepartner Program, you will be entitled to receive certain commissions from Hvr.
(b) The commissions and revenue sharing plans applicable are dependent on whether (i) people sign up through the links you share from Hvr; (ii) the people you’ve signed up confirm their email addresses via the confirmation email sent to them from Hvr. (iii) the people you’ve signed up become active users; and/or (iv) the users you’ve signed up become Sitepartners.
(c) The commission you will receive from Hvr (“Compensation”), is as follows:
(i) You will receive up to $2.00 commission for each Confirmed User registered on the Platform through your affiliate links, as described below:
– A $0.50 commission per Confirmed User signup via the links you share from Hvr, or the Invite Friends button in your profile.
– A $1.50 commission per Confirmed User when said user you’ve signed up becomes an Active User.
(ii) If any of your signups become Sitepartners, you will earn a $1.00 commission for every Active User that signs up via said Sitepartner (to a maximum of 250 Active Users).
(iii) You will receive 10% of the Net revenue generated from Confirmed Users who have signed up via the trackable links you share from the Platform, including invite friends and links that are created via the share icons in the Platform (“Sitepartner Program Link”).
(iv) You will receive 50% of the Net revenue generated from the Platform’s page activity feed on your site.
(d) For the purposes of these Terms:
– “Active User” means a Confirmed User that opens the Platform once a week for three consecutive weeks.
– “Confirmed User” means a registered user that has confirmed their email address through the authentication process.
– “Net” shall mean the aggregate amount of revenue actually received by Hvr from the referred Confirmed Users, less any refunds to any such referred Confirmed Users for any cancellation, and any applicable taxes.
(e) You can request a withdrawal of all of part of your accrued Compensation via your Sitepartner Account. You acknowledge and agree that Hvr’s obligation to pay the Compensation, as set out in this section, commences only after you generate at least $50 in revenue. The Compensation due is calculated in accordance with the statistics and balance that are collected, calculated and displayed on the Platform. The only valid statistics used for determining Compensation will be those displayed on the Platform.(f) We will only pay Compensation over those Sitepartner Program Links that are automatically tracked and reported by our systems.
(g) Compensation may be paid in any local currency.
3. Taxes. You are responsible for any and all charges, fees, taxes, exchange rates, surcharges and other expenses arising in relation to your participation in the Sitepartner Program, including those incurred in order to receive the Compensation set forth in Section 2 above.
5. Content. Hvr grants you a personal, revocable, limited, non-exclusive, royalty-free, non-sublicensable, non-transferable license to use the links (including the Sitepartner Program Link (as defined herein), text, audio, video, images, and other content that Hvr makes available to you, from time to time, via the Sitepartner Program (“Content”). These Terms permit you to use the Sitepartner Program for your personal use only, and not for any commercial purpose, except as otherwise expressly permitted herein. For greater certainty, Hvr, in its sole discretion, may terminate or suspend your access to and use of the Sitepartner Program and your license to use Content at any time, for any reason or no reason, with or without notice to you, and without any liability to you or any other person. If Hvr terminates or suspends your access to and use of the Sitepartner Program or your license to use the Content, these Terms will nevertheless continue to apply in respect of your use of the Sitepartner Program and Content prior to such termination or suspension, as applicable.
6. Unacceptable Use. You will not (a) make the Sitepartner Program or Content available to, or use the Sitepartner Program or Content for the benefit of, anyone other than yourself, (b) sell, resell, license, sublicense, distribute, make available, rent or lease the Sitepartner Program or Content, or include the Sitepartner Program or Content in a service bureau or outsourcing offering, (c) use the Sitepartner Program or Content to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party rights, including intellectual property rights and privacy rights, (d) use the Sitepartner Program or Content to send spam, or to store or transmit any virus, Trojan horse, worm, or other software, script or code, the effect of which is to permit unauthorized access to, or to alter, disable, encrypt, erase, or otherwise harm, any computer, systems, software or data (“Malicious Code”), (e) interfere with or disrupt the integrity or performance of the Sitepartner Program or Content, (f) attempt to gain unauthorized access to the Sitepartner Program or Content or their related systems or networks, (g) access or use any Hvr intellectual property except as permitted under these Terms, (h) copy or make derivative works from all or any part of the Sitepartner Program or Content or any part, feature, function or user interface of the Sitepartner Program or Content, (i) frame or mirror any part of the Sitepartner Program or Content, or otherwise incorporate any portion of the Sitepartner Program or Content into any product or service, (j) access or use the Sitepartner Program or Content in order to build a competitive product or service or to benchmark with a non-Hvr product or service, (k) reverse engineer the Sitepartner Program or Content, or any software used to provide them (to the extent such restriction is permitted by applicable laws), (l) access or use any part of the Hvr Sitepartner Program or Content that is (expressly or implicitly) not intended for use by you, (m) use any non-Hvr automation code in relation to the Sitepartner Program or Content (including any “bot” or “spider”), (n) collect or harvest any information from the Sitepartner Program or Content in a bulk or systematic way, (o) remove, alter, or obscure any proprietary notices on the Sitepartner Program or Content, (p) probe, scan, or test the vulnerability of the Sitepartner Program or Content, or any network connected to them, or breach the security or authentication measures on them or on any network connected to them, (q) collect, harvest, reverse look-up, trace, or otherwise seek to obtain any information on any other user of or visitor to the Platform, (r) take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Sitepartner Program or any systems or networks connected to them, or (s) forge headers, impersonate a person, or otherwise manipulate identifiers in order to disguise your identity or the origin of any message you send to Hvr or any other person on or through the Sitepartner Program.
7. Intellectual Property. Each and every intellectual property right and copyright held by Hvr its licensors and its providers in relation to the Platform, the Sitepartner Program and Content, as well as the software and systems used to provide them, including but not limited to any invention, improvement, development, discoveries, source code, patent, trademark, logos, business secrets, domain names; know-how, trade secrets, technical data, formulas, algorithms, information, intangible assets, related with the Platform and/or the Sitepartner Program and Content, and with the software and systems used to provide them, that currently exist and/or that have existed in the past and/or that may exist in the future with respect to Hvr and the Platform and/or the Sitepartner Program and Content, along with the software and systems used to provide them, including any right related to and/or derived therefrom (hereinafter referred to as “Intellectual Property”), are of the exclusive property of, and belong solely to Hvr. Likewise, you accept that all moral and patrimonial rights to Intellectual Property belong solely and exclusively to Hvr. You agree and acknowledge that the Content as defined in Section 5 above is part of the Intellectual Property owned by Hvr and that you will only use Content as set forth in such Section 5. You agree not to reproduce and/or disclose and/or use in your own benefit or for the benefit of any third parties, in its original or translated form, or in any other way, whether directly or indirectly, any other Intellectual Property rights owned by Hvr other than the Content as defined in Section 5 above and in accordance with this Section 7.
8. Platform License of Use. Hvr hereby grants you a non-exclusive, temporary, revocable, non-sublicensable, and non-transferable license, while these Terms are in force, for the use of the Platform and/or Sitepartner Program and Content, including the software and systems used to provide them, while these Terms are in force. You agree the License of Use granted herein is provided on a temporary basis and may be withdrawn by Hvr at any time. All rights not expressly granted are reserved.
9. Sitepartner Materials and Sitepartner Branding Elements.
9.1 As between you and Hvr, you own all right, title and interest in and to all any text, audio, video, images, and other content that is provided to Hvr by you (or by others on your behalf) (“Sitepartner Materials”) and your trademarks, logos, trade names and service marks provided to Hvr by you (“Sitepartner Branding Elements”). You grant to Hvr, its affiliates and applicable contractors a worldwide, limited-term license to host, copy, transmit and display your Sitepartner Materials and Sitepartner Branding Elements as necessary for Hvr to provide the Sitepartner Program in accordance with these Terms.
9.2 You represent and warrant that you own the Sitepartner Materials and Sitepartner Branding Elements (collectively, “Your Content”) or have the necessary licenses, rights, consents and permissions to grant the license set forth herein and that its provision to Hvr and Hvr’s use of Your Content will not violate the copyrights, privacy rights, publicity rights, trademark rights, contract rights or any other intellectual property rights or other rights of any third party.
9.3 You agree that Hvr is not responsible for any violations of any third-party intellectual property rights in Your Content. You agree to pay all royalties, fees and any other monies owing to any person by reason of Your Content and any content on your site uploaded, displayed or otherwise provided by you to the Platform or the Sitepartner Program. You will only include in Your Content the personal information of another individual if you have the express permission of that individual or if you are otherwise entitled to do so at law.
9.4 Hvr has the right, without notice to:
(a) remove or refuse to post any of Your Content for any or no reason in our sole discretion.
(b) at all times, take such actions with respect to any of Your Content Hvr deems necessary or appropriate in our sole discretion.
(c) take appropriate legal action, including, without limitation, referral to law enforcement or any other governmental authority with respect to Your Content or your use of the Platform or the Sitepartner Program. Without limiting the foregoing, we will fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Platform or the Sitepartner Program.
9.5 Hvr has no obligation, nor any responsibility to any party to monitor the Platform, the Sitepartner Program or the Content and do not and cannot undertake to review material that you or other users submit. We cannot ensure prompt removal of objectionable material after it has been posted and we have no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party, subject to applicable laws.
10. License to Use Your Feedback. You grant to Hvr and its affiliates a worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable license to use and incorporate into its services any suggestion, enhancement request, recommendation, correction or other feedback provided by you (“Feedback”). You will treat any Feedback as non-confidential and nonproprietary and you will not submit any Feedback that you consider confidential or proprietary.
11. Trademarks. Certain names, graphics, logos, icons, designs, words, titles and phrases on the Platform, Sitepartner Program and Content, including “Hvr” and “Sitepartner” may constitute trademarks, trade-names, trade dress and/or associated products and services of Hvr or its affiliates (the “Marks”), and are protected in Canada and internationally and their display on the Platform and/or the Sitepartner Program and Content does not convey or create any licence or other rights in the Marks. Any use of any of the Marks, in whole or in part without prior written authorization of Hvr or such third party is strictly prohibited. Other trademarks, trade names, trade dress and associated products and services mentioned on the Platform, or through the Content and Sitepartner Program, may be the trademarks of their respective owners. The display of these trademarks, trade names, trade dress and associated products and services on the Platform and/or the Sitepartner Program and Content does not convey or create any licence or other rights in these trademarks or trade names. Any unauthorized use of them is strictly prohibited.
12. Open Source. The Platform Apps may contain or be provided together with free or open-source software. Notwithstanding the sections titled “Intellectual Property” and “Platform License of Use”, each item of free or open-source software is subject to its own applicable license terms, which can be found in the applicable documentation or the applicable help, notices, about or source files as required by the terms of the applicable open-source license. Copyrights to the free and open-source software are held by the respective copyright holders indicated therein.
13. Confidentiality. You acknowledge that you have received and will receive Confidential Information under the Sitepartner Program only for your participation in the Sitepartner Program or as otherwise expressly permitted by Hvr in writing (“Hvr Confidential Information”). Hvr Confidential Information includes the Intellectual Property rights as described on Section 7 above and any information, data or material belonging to Hvr and all documents and files that contain Confidential Information, except anything designated as not confidential. and During the Term for which you are granted access to the Platform, the Sitepartner Program and the Content, and at all times afterwards, you will (i) safeguard the Hvr Confidential Information with the same degree of care that you uses to protect you own confidential information; (ii) maintain the confidentiality of the Hvr Confidential Information; (iii) not use the Hvr Confidential Information except as permitted under these Terms or as otherwise expressly permitted by Hvr in writing; and (iv) not disseminate, disclose, sell, publish, or otherwise make available the Hvr Confidential Information to any third party without the prior written consent of Hvr, unless expressly required by law. The particular terms and conditions of these Terms are confidential and shall not be disclosed to any third party by you without the prior, written consent of Hvr. Unless otherwise expressly permitted by Hvr in writing, you will not disclose Hvr Confidential Information during the Term or at any time during the 5-year period following the end of the Term.
14. Third Party Services. Some Sitepartner Program services are provided by Hvr and some Sitepartner Program services are provided by third parties (“Third Party Services”). You are responsible for all fees and taxes that may be charged for the use of Third Party Services. You use any Third Party Services at your own risk. Hvr makes no representations or warranties with respect to, nor does it guarantee or endorse, any Third Party Services. Hvr does not guarantee the continued availability of Third Party Services, and Hvr may disable a Third Party Service in Hvr’s sole discretion. Your dealings with the provider of any Third Party Services are solely between you and the provider. Accordingly, Hvr expressly disclaims responsibility and liability for all Third Party Services, and you agree that Hvr shall not be responsible for any loss or damage of any sort incurred as a result of any such dealings or as a result of your use of Third Party Services. If you have any issues with a Third Party Service, you must contact the provider of the Third Party Service directly.
15. Third Party Content Some Content is provided by Hvr, and other content is provided by providers of Third Party Services and other third parties (collectively, “Third Party Content”). You use any Third Party Content at your own risk. Hvr makes no representations or warranties with respect to, nor does it guarantee or endorse, any Third Party Content. Hvr does not guarantee the continued availability of Third Party Content, and Hvr may disable any Third Party Content in Hvr’s sole discretion. Your dealings with the provider of any Third Party Content are solely between you and the provider. Accordingly, Hvr expressly disclaims responsibility and liability for all Third Party Content, and you agree that Hvr shall not be responsible for any loss or damage of any sort incurred as a result of any such dealings or as a result of your use of Third Party Content.
16. Links to Other Sites. The Sitepartner Program or Content may provide links to other sites on the Internet for your convenience in locating or accessing related information, products, and services. These sites have not necessarily been reviewed by Hvr and are maintained by third parties over which Hvr exercises no control. Accordingly, Hvr expressly disclaims any responsibility for the content, the materials, the accuracy of the information, and/or the quality of the products or services provided by, available through, or advertised on these third-party websites. Moreover, these links do not imply an endorsement with respect to any third party or any website or the products or services provided by any third party.
17. Content, Functionality and Access. Hvr may at any time, with or without notice, without liability, and for any reason (a) remove any Content from the Sitepartner Program, (b) remove any functionality from the Sitepartner Program, (c) change any functionality in the Sitepartner Program, (d) modify the Sitepartner Program or Content, and (e) deny any person access to the Sitepartner Program or Content. Hvr furthermore reserves the right to take any action related to the Sitepartner Program or Content that is required to comply with applicable law.
18. Apple App Store. The following applies to any Platform you obtain from the Apple App Store (an “Apple Platform App”): You acknowledge and agree that these Terms are solely between you and Hvr, and not with Apple, Inc. (“Apple”) and Hvr, not Apple, is solely responsible for the Apple Platform App and the content thereof. You may only use the Apple Platform App on Apple branded products that you own or control. You must comply with the App Store Terms of Service. In the event of any inconsistency between a term of these Terms and a term of the App Store Terms of Service, the term of the App Store Terms of Service will prevail. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Apple Platform App. In the event of any failure of the Apple Platform App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Apple Platform App (if any) to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple Platform App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by these Terms and any law applicable to Hvr as the supplier of the Apple Platform App. You acknowledge that Apple is not responsible for addressing any claims of you or any third party relating to the Apple Platform App or your possession and/or use of the Apple Platform App, including, but not limited to (a) product liability claims, (b) any claim that the Apple Platform App fails to conform to any applicable legal or regulatory requirement, and (c) claims arising under consumer protection or similar legislation, and all such claims are governed solely by these Terms and any law applicable to Hvr as supplier of the Apple Platform App. You acknowledge that, in the event of any third-party claim that the Apple Platform App or your possession and use of the Apple Platform App infringes that third party’s intellectual property rights, Hvr, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim, to the extent required by these Terms. You represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo, or that is on Title 15, Part 740 Supplement 1 Country Group E of the U.S. Code of Federal Regulations, and (b) you are not listed on any U.S. Government list of prohibited or restricted parties. If you have any questions, complaints or claims with respect to the Apple Platform App, you may direct them to Hvr Technologies Inc. by email at <@>, Attention <@>. You agree to comply with all applicable third-party terms of agreement when using the Apple Platform App, including your wireless data service agreement. You and Hvr acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms, and that, upon your acceptance of the terms and conditions of these Terms, Apple will have the right (and you will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof.
19. Google Play Store. The following applies to any Platform you obtain through the Google Play Store (a “Google Platform App”): You acknowledge and agree that these Terms are solely between you and Hvr, and not with Google, Inc. or any of its subsidiaries (collectively, “Google”). You must comply with Google’s then-current Google Play Terms of Service. In the event of any inconsistency between a term of these Terms and a term of the Google Play Terms of Service, the term of the Google Play Terms of Service will prevail. Google is only a provider of the Google Play Store where you obtained the Google Platform App. Hvr, and not Google, is solely responsible for the Google Platform App. Google has no obligation or liability to you with respect to the Google Platform App or these Terms. You acknowledge and agree that Google is a third-party beneficiary of these Terms.
20. Mobile Device Data Charges. You are solely responsible for any data charges and similar fees associated with your use of the Platform, the Sitepartner Program and the Content through a mobile device.
21. Disclaimer of Warranties. THE PLATFORM, SITEPARTNER PROGRAM AND CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE”, AND MAY INCLUDE ERRORS, OMISSIONS, OR OTHER INACCURACIES. YOUR USE OF THE PLATFORM, SITEPARTNER PROGRAM AND CONTENT IS AT YOUR OWN RISK. Hvr DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, COVENANTS AND CONDITIONS (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) IN CONNECTION WITH THE PLATFORM, SITEPARTNER PROGRAM AND CONTENT, INCLUDING ANY WARRANTIES, REPRESENTATIONS, COVENANTS OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, PERFORMANCE, AND NON-INFRINGEMENT. Hvr MAKES NO REPRESENTATION OR WARRANTY THAT THE PLATFORM, SITEPARTNER PROGRAM AND CONTENT WILL OPERATE ERROR FREE OR IN AN UNINTERRUPTED MANNER, OR THAT THE PLATFORM, SITEPARTNER PROGRAM OR CONTENT WILL BE SECURE, OR THAT ANY FILES OR INFORMATION THAT YOU DOWNLOAD FROM THE PLATFORM, SITEPARTNER PROGRAM AND CONTENT WILL BE FREE OF MALICIOUS CODE. Hvr IS NOT RESPONSIBLE FOR THE SECURITY OF ANY INFORMATION TRANSMITTED TO OR FROM THE PLATFORM, SITEPARTNER PROGRAM OR THE CONTENT. Hvr MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT ANY THIRD PARTY WEBSITES OR RELATED CONTENT DIRECTLY OR INDIRECTLY ACCESSED THROUGH LINKS IN THE PLATFORM, SITEPARTNER PROGRAM OR CONTENT. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE PLATFORM, SITEPARTNER PROGRAM OR CONTENT IS TO STOP USING THEM. Hvr DOES NOT, UNDER ANY CIRCUMSTANCES, WARRANT OR GUARANTEE TO YOU, ANY SPECIFIED RESULTS, COMMISSIONS, COMPENSATION, EARNINGS, PROFITS AND/OR INCOMES THAT YOU INTEND TO RECEIVE OR EARN BY USING THE PLATFORM, THE SITEPARTNER PROGRAM AND ANY RELATED SERVICE, INCLUDING ANY POSSIBLE LOSS, AS SUCH RESULTS WILL ONLY DEPEND OF THE ACTIONS AND DECISIONS TAKEN BY YOU WHEN USING THE PLATFORM AND THE SITEPARTNER PROGRAM , INCLUDING ANY OTHER RELATE SERVICE.
22. Limitation of Liability. IN NO EVENT WILL THE MAXIMUM AGGREGATE LIABILITY OF Hvr (AND Hvr’S DIRECTORS, OFFICERS, EMPLOYEES, SITEPARTNERS, SUPPLIERS AND AGENTS, AND THIRD PARTY SERVICES AND THIRD PARTY CONTENT) FOR ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS AND EXPENSES (INCLUDING LEGAL FEES AND EXPENSES) (COLLECTIVELY “LOSSES”) TO YOU RELATED TO THE SITEPARTNER PROGRAM OR CONTENT, OR THESE TERMS, EXCEED THE LESSER OF (A) THE DIRECT DAMAGES SUFFERED BY YOU, AND (B) $100. ANY ACTION COMMENCED BY YOU AGAINST Hvr MUST BE BROUGHT WITHIN 12 MONTHS OF THE CAUSE OF ACTION ARISING.
23. No Claim for Certain Damages. IN NO EVENT WILL Hvr (OR Hvr’S DIRECTORS, OFFICERS, EMPLOYEES, SITEPARTNER, SUPPLIERS AND AGENTS, AND THIRD PARTY SERVICES AND THIRD PARTY CONTENT) BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR AGGRAVATED DAMAGES, OR FOR ANY LOSS OF REVENUE, SAVINGS, INCOME, BUSINESS, PROFIT, GOODWILL OR REPUTATION WHATSOEVER BASED ON ANY LEGAL THEORY (INCLUDING TORT OR NEGLIGENCE), AND EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.
24. Some Disclaimers, Exclusions or Limitations May Not Apply. In some circumstances, applicable law may not allow for limitations on certain implied warranties, or exclusions or limitations of certain damages. Solely to the extent that such law applies to you, some or all of the above disclaimers, exclusions or limitations may not apply to you.
25. Indemnity. You will indemnify and hold Hvr (and Hvr’s directors, officers, employees, partners, suppliers and agents, Third Party Services and Third Party
Content) harmless from all Losses arising from your use of the Platform, Sitepartner Program or Content, or your breach of any of these Terms, and from all Losses arising from allegations that your Sitepartner Materials or Sitepartner Branding Elements infringe any intellectual property rights of a third party, or any statements, claims, representations or warranties made by you about the Platform, Sitepartner Materials or Content that are not authorized in accordance with these Terms or otherwise approved in writing by Hvr.
26. Sitepartner Eligibility. To remain in the Sitepartner Program, you must own a blog or website, publish and share a minimum of two (2) blog posts every month and maintain an Active Hvr account. For example, if you do not share a link from Hvr to your network or publish to your site within a one (1) month period, we may disable your ability to receive any revenue under the Sitepartner Program.
27. Responsibility for Your Site. You will be solely responsible for your website, including its development, operation, and maintenance and all materials that appear on or within it, under appropriate behaviour and with adequate content. Any performance otherwise, unless Hvr agrees to otherwise, will be considered as unsuitable sites (“Unsuitable Sites”).
Unsuitable Sites include those that:
(a) promote or contain sexually explicit or obscene materials,
(b) promote violence or contain violent materials or promote, endorse or incite potentially dangerous or harmful acts,
(c) promote or contain false, deceptive, libelous or defamatory materials,
(d) promote or contain materials or activity that is hateful, harassing, harmful, invasive of another’s privacy, abusive, or discriminatory (including on the basis of race, color, sex, religion, nationality, disability, sexual orientation, or age),
(e) promote, advocate, assist or undertake illegal activities,
(f) are directed toward children or knowingly collect, use, or disclose personal information from children under 13 years of age or other applicable age threshold (as defined by applicable laws and regulations); or violate any applicable laws, ordinances, rules, regulations, orders, licenses, permits, guidelines, codes of practice, industry standards, self-regulatory rules, judgments, decisions, or other requirements of any applicable governmental authority related to child protection (for example, if applicable, the Children’s Online Privacy Protection Act (15 U.S.C. §§ 6501-6506) or any regulations promulgated thereunder or the Children’s Online Protection Act), or
(g) violate any applicable law including any laws regarding the export of data or software, patent, trademark, trade secret, copyright, or other intellectual property, legal rights (including the rights of publicity and privacy of others) or contain any material that could give rise to any civil or criminal liability under applicable laws or that otherwise may be in conflict with these Terms.
28. Failure to Comply. If you fail to comply with these Terms, then, without limiting any other right or remedy available to Hvr, Hvr may suspend or terminate your license to use all or any part of the Sitepartner Program or Content.
29. Term and Termination.
a. Terms will commence on the Effective Date and continue until terminated by you or Hvr in accordance with this section .
b. In the event you wish to terminate these Terms before the Term has expired, you must discontinue to use the Sitepartner Program and notify us of your wish to close your Account, by sending an email to sitepartners@Hvr.world .
c. Hvr reserves the right to terminate these Terms at any time and for any reason, which will be notified to you by email.
d. Upon the termination of this Terms the following shall apply: (i) You shall immediately discontinue using the Sitepartner Program and Content, including any related service to the Sitepartner Program; (ii) Hvr will cease to pay you any Compensation regarding the Sitepartner Program as described in Section 2; and (iii) All Sections to these Terms which by their nature should survive termination or expiration of this agreement, including but not limited to Sections 7, 11, 20, 24 (Paragraph “d”), 29, 30 and 31 of this document [NTD: TO BE UPDATED UPON FINALIZATION], shall survive and continue in effect
following termination or expiration of these Terms at any time for any reason or no reason.
e. The expiration or termination of these Terms shall not relieve you of any obligations due at the time of such expiration or termination, nor shall such expiration or termination prejudice any claim of Hvr accrued on account of any default or breach by you.
30. Export Controls. These Terms are expressly made subject to any laws, regulations, orders or other restrictions on export from the United States of America or Canada of any of the Sitepartner Program or Content, or any information about any of them, which may be imposed from time to time by the governments of the United States of America or Canada. You shall not export any of the Sitepartner Program, Content, or any information about any of them without the prior written consent of Hvr and compliance with such laws, regulations, orders and other restrictions. You represent and warrant that (a) you are not located in a country that is subject to a U.S. or Canadian government embargo, or that has been designated by the U.S. or Canadian government as a “terrorist supporting” country, and (b) you are not listed on any U.S. or Canadian government list of prohibited or restricted parties.
31. Amendments. The “last revised” legend above indicates when these Terms were last amended. Hvr may unilaterally amend all or any part of these Terms at any time by updating these Terms on the Platform or our website found at https://Hvr.world. If you disagree with any amendments, you may refuse the amendments and cease using the Sitepartner Program and Content immediately. There will be no cost or penalty for doing so. If you continue to access or use the Sitepartner Program or Content following any amendment, you thereby agree to the amended Terms. You agree to review these Terms regularly to determine your rights and responsibilities.
32. Independent Contractors.
a. Hvr and you are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties.
b. You will have no authority to make or accept any offers or representations on Hvr’s behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in these Terms.
33. Force Majeure. If Hvr is prevented from carrying out its obligations under these Terms as a result of any cause beyond its reasonable control, including but not limited to unavailability, interruptions, loss or malfunctions of internet services and/or any communication system; virus attack, breach, sabotage in our technological systems; acts of God; acts of war or terrorism, civil or military disturbances; natural catastrophes; strikes; floods, failure of service providers; failures or malfunctions of devices and/or software and/or hardware; epidemics or pandemics, lockdown or quarantine measures; acts of government; and/or similar events, then in such an event, Hvr shall be relieved from its obligations and liabilities under these Terms as such fulfillment of its obligations is prevented.
34. Governing Law & Jurisdiction. These Terms, and any dispute, controversy or claim arising under, out of, in connection with, or related to (a) the Sitepartner Program or the Content, or (b) these Terms, or their subject matter, negotiation, performance, renewal, termination, interpretation, or formation, shall be governed by and interpreted according to the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario, without regard to any conflicts of law rules that might apply the laws of any other jurisdiction. You and Hvr each attorn to the exclusive jurisdiction of the courts of Ontario in respect of any such dispute, controversy or claim, except that, notwithstanding the foregoing, (i) you agree that Hvr shall be entitled to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction anywhere in the world restraining any breach, threatened or actual, of your obligations under any provision of these Terms, and (ii) you agree that Hvr shall be entitled to seek and be awarded an
order from a court of competent jurisdiction anywhere in the world for the purpose of recognizing and enforcing any interim or final judgement, order, injunction, award or other relief granted or provided by the courts of Ontario, and you hereby waive any defence you might then have to the granting of such an order.
35. Injunction. You acknowledge that any breach, threatened or actual, of these Terms will cause irreparable harm to Hvr, such harm would not be quantifiable in monetary damages, and Hvr would not have an adequate remedy at law. You agree that Hvr shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction anywhere in the world restraining any breach, threatened or actual, of your obligations under any provision of these Terms, and without the necessity of showing or proving any actual or threatened damage or harm, notwithstanding any rule of law or equity to the contrary. You hereby waive any requirement that Hvr post any bond or other security in the event any injunctive or equitable relief is sought by or awarded to Hvr to enforce any provision of these Terms.
36. Class Action Waiver. Any proceedings to resolve or litigate any dispute, controversy or claim arising under, out of, in connection with, or related to (a) the Sitepartner Program or the Content, or (b) these Terms, or their subject matter, negotiation, performance, renewal, termination, interpretation, or formation, will be conducted solely on an individual basis. Neither you nor Hvr will seek to have any such dispute heard as a class action, private attorney general action, or in any other proceeding in which either party acts or proposes to act in a representative capacity. No proceeding will be combined with another without the prior written consent of all parties to all affected proceedings. If this class action waiver is found to be illegal or unenforceable as to all or some parts of a dispute, then this Section will not apply to those parts.
37. General. If any provision of these Terms is unlawful, void or unenforceable, then that provision shall be deemed severed from the remaining provisions and shall not affect the validity and enforceability of the remaining provisions. All rights and